Ribbon Communications SEC Filings

Offering overview: Morgan Stanley Finance LLC is issuing $126,000 of Callable Contingent Income Securities due December 31, 2026, fully and unconditionally guaranteed by Morgan Stanley. Each $1,000 note offers a contingent coupon of 9.50% per annum, payable quarterly only if the Dow Jones Industrial Average, Nasdaq-100 Index and Russell 2000 Index all close at or above 80% of their respective initial levels on the relevant observation date.

Principal at risk: If the notes are not called and any index closes below its 80% downside threshold on the final observation date, investors will receive less than par—down to zero—based on the worst-performing index. Investors do not participate in any upside of the indices.

Issuer call feature: Beginning December 31, 2025, Morgan Stanley may redeem the notes quarterly at par plus any due coupon, but only if an internal risk-neutral valuation model deems early redemption economically rational for the issuer. The decision is independent of index performance, heightening reinvestment risk for noteholders.

Pricing economics: The estimated value on the June 25, 2025 pricing date is $959.30, roughly 4.1% below the $1,000 issue price, reflecting issuance, distribution and hedging costs plus Morgan Stanley’s lower internal funding rate. Selected dealers earn a fixed $21 sales commission per note.

Key terms:

• Initial index levels: INDU 42,982.43; NDX 22,237.74; RTY 2,136.185
• Coupon & downside barriers: 80% of initial levels
• Observation/Coupon dates: Sep 30 2025 – Dec 31 2026
• Unlisted; secondary market liquidity depends on MS & Co.
• CUSIP 61778KH59 | ISIN US61778KH597

Investor takeaways: The note targets income-seeking investors willing to assume (1) credit exposure to Morgan Stanley, (2) worst-of index risk, (3) potential loss of principal, (4) call risk dictated by issuer economics, and (5) limited secondary liquidity. In return, investors receive a headline 9.5% contingent yield that may lapse for one or more quarters if any index breaches its 80% barrier.

Form 4 Overview – Ribbon Communications Inc. (RBBN)

Director Shaul Shani reported two equity transactions dated 16-17 June 2025:

• Grant of 42,500 Restricted Stock Units (RSUs) on 16 Jun 2025 (Code A). These RSUs vest on 16 Jun 2026, or earlier at the 2026 annual meeting if the director is not re-elected.
• Conversion of 48,365 fully-vested RSUs into common shares on 17 Jun 2025 (Code M). The underlying RSUs were originally awarded on 17 Jun 2024 and vested in full after one year.

Following these transactions, Shani’s direct common-stock ownership increased to 153,711 shares, and he now holds 42,500 unvested RSUs that can settle one-for-one into additional common shares when vested. No open-market purchases or sales were reported, and all exercises were priced at $0, consistent with RSU settlements.

Because the filing reflects routine equity-compensation activity without any disposition of shares for cash, it is unlikely to have a material effect on Ribbon Communications’ near-term fundamentals or share-float dynamics. Nevertheless, the director’s larger share position marginally tightens equity alignment with public shareholders.

Ribbon Communications Inc. (RBBN) – Form 4 insider activity

Director Bruns H. Grayson filed a Form 4 on 18-Jun-2025 reporting two equity transactions:

• RSU grant: 42,500 restricted stock units awarded on 16-Jun-2025 (Code A). The units vest on 16-Jun-2026, or earlier at the 2026 annual meeting if the director does not stand for, or is not re-elected to, the board.
• RSU conversion: 48,365 RSUs granted on 17-Jun-2024 fully vested on 17-Jun-2025 and were converted into an equal number of common shares (Code M). No cash consideration was paid.

Following the conversion, the director’s direct beneficial ownership rose to 738,413 common shares. No shares were sold and no open-market purchases occurred; all movements stem from equity compensation. The RSU grant represents potential future dilution of 42,500 shares once vested.

UBS AG is offering $7.315 million of two-year, unsecured Trigger Callable Contingent Yield Notes that are linked to the least-performing of the Nasdaq-100 (NDX), Russell 2000 (RTY) and S&P 500 (SPX) indices. The notes pay a contingent coupon of 10.35% per annum on monthly observation dates, but only when all three indices close at or above 70% of their respective initial levels (the “coupon barriers”).

Issuer call feature: Beginning after the third monthly observation date, UBS may redeem the notes on any observation date at par plus the applicable coupon, eliminating any further upside for investors while limiting downside risk to zero.

Maturity payoff: • If the notes have not been called and the final level of every index is at least 60% of its initial level (the “downside thresholds”), investors receive 100% of principal.
• If any index finishes below its downside threshold, investors suffer a loss equal to the worst index’s decline, up to 100% of principal.

Key terms

• Trade date: 27 Jun 2025  |  Maturity: 1 Jul 2027 (≈ 2 years)
• Issue price: $1,000 per note  |  Estimated initial value: $981.60 (98.16% of par)
• Underwriting discount: $6.50 per note
• Not listed; secondary liquidity only through dealers
• Obligations of UBS AG (credit rating & default risk apply)

Investment considerations: The structure offers an above-market headline coupon in exchange for exposure to the worst performer among three major U.S. equity indices, the possibility of early redemption at the issuer’s discretion, and full downside participation below a 40% index drawdown. Investors seeking enhanced yield with moderate term and who can tolerate equity and credit risk may find the notes attractive; those requiring principal protection, assured income streams, or secondary-market liquidity should avoid.

Ribbon Communications Inc. (RBBN) – Form 4 snapshot

Director Scott Mair disclosed two equity transactions dated 16-17 June 2025:

• 48,365 common shares acquired (Code M) on 17 Jun 2025 through the automatic conversion of previously vested RSUs. His direct holdings rise to 140,638 shares.
• 67,500 new Restricted Stock Units (RSUs) granted on 16 Jun 2025. These RSUs vest on 16 Jun 2026, or earlier at the 2026 annual meeting if Mair is not re-elected or declines to stand.

The RSUs carry a $0 exercise price; no derivative securities remain after the share conversion except the newly issued award. Transactions were filed individually by the reporting person and do not indicate any open-market buying or selling activity.